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PIONEER-MEDIA-HOLDINGS

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Pioneer Announces Letter of Intent with NGMI Labs Inc.

Pioneer Media Holdings Inc. (“Pioneer ” or the “Company ”) is pleased to announce it has entered into a non-binding letter of intent ("LOI" ) with NGMI Labs Inc. (“NGMI” ), a private British Columbia corporation, to acquire 100% of the issued and outstanding shares of NGMI (the “Acquisition ”).

The proposed acquisition advances Pioneer’s investments in “web3” and businesses in the NFT, NFT gaming and tokenized community sectors.

Transaction Details

Under the Acquisition, Pioneer will acquire 100% of the outstanding shares of NGMI for a total consideration of 4,000,000 common shares of Pioneer, to be distributed on a pro rata basis to the NGMI shareholders. Pioneer, NGMI and the NGMI shareholders are at arm’s length.

Completion of the Acquisition is subject to standard conditions, including but not limited to the formalization of the Acquisition under a share purchase agreement, and the prior receipt of all requisite regulatory approvals, including the approval of the Canadian Securities Exchange (the “CSE” ). Pioneer will have a 45-day exclusivity period to conduct due diligence on NGMI. Concurrent with, and as a condition to, the completion of the Acquisition, Matthew Shaw, founder of NGMI, will join the board of directors of Pioneer.

About NGMI:

Tokens and decentralized technology provide powerful new building blocks that empower communities to capitalize, govern and grow in ways that have never before been possible. DAO (Decentralized Autonomous Organization) tokens, and the emerging tools and platforms that support their operations, represent the most exciting sector of the web3 space, and NGMI has the access and talent to capitalize on the emerging trend.

“Our unique combination of hands-on operational experience (having launched and grown leading DAOs) and crypto capital markets experience, position us to bring broad mainstream support and capital to the emerging DAO ecosystem,” says Jess Sloss, co-founder of NGMI.

NGMI was founded by Jess Sloss, Gregg Peacock and Matthew Shaw. Each of these individuals will continue to provide their services and expertise to Pioneer and NGMI following completion of the Acquisition, and Mr. Shaw will be appointed to Pioneer’s board of directors.

Matt Shaw is active in the crypto and blockchain investment area having founded DeFi Yield Technologies (recently acquired by Dispersion Holdings), Protos Asset Management (a cryptocurrency asset management firm) and Blimp Technologies (dba Blimp Homes), a proptech company incorporating a crypto rewards ecosystem. Mr. Shaw is also a director of Argo Blockchain plc, listed on both the London Stock Exchange and NASDAQ.

Mr. Sloss has extensive experience in web 3 projects, both as an angel investor and as the host of the popular “Seed Club” podcast focusing on web3 and DAO ecosystems, as well as be a featured speaker on similar podcasts. Mr. Sloss is also the co-creator of Seed Club, an incubator for tokenized communities that has completed three cohorts.

Mr. Peacock co-founded SquiggleDAO in early 2021 with the vision of building a large, web3 community-owned collection of NFT art. Today, SquiggleDAO boasts 600 members collectively managing a $25M of tier 1 NFT art. He has also worked with technology start-ups since 2002 and blockchain since 2015 as an investor, trader and educator, and has extensive experience advising early-stage blockchain start-ups on product strategy and crypto economics.

Completion of the Acquisition is subject to numerous conditions as described above. There is no assurance or guarantee that the Acquisition will be completed as described or at all.

About Pioneer Media Holdings Inc.

Pioneer is an investment issuer that actively invests in and acquires a diversified portfolio of early-stage to mid-level companies in web3 including NFTs, NFT gaming and Tokenized Communities together with investments in Esports and mobile gaming. Pioneer’s management team leverages its global network to provide investors with access to investments not normally available to the average retail investor.

The current Pioneer portfolio includes investments such as: Leaf Mobile Inc. (TSX: LEAF), a leading free-to-play mobile games group; Guild eSports plc (LON: GILD), a global eSports business headquartered in London whose lead investor is David Beckham; Dynasty eSports Pte Ltd, creators of the world’s leading white-label Gaming Ecosystem Management solution, partnering exclusively on a B2B basis with Tier 1 telco's and large media organisations; and NFT Investments plc, a London based investment company focused on non-fungible tokens (“NFTs”).

Pioneer will continue its focus on web3 investments, including investments in businesses in the NFT, NFT gaming and tokenized community sectors.

Pioneer provides capital, experience, and support to these emerging market leaders while building shareholder value. Additional information about Pioneer is available at www.sedar.com .

Neither the Canadian Securities Exchange nor any Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

Forward Looking Statements

This news release may contain “forward-looking” statements and information relating to the Company, the funds to be raised, and the use of any such funds that are raised, that are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. There is no assurance the Company will be able to complete the placement on the terms as outlined above, or at all. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

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